Exhibit 3.1
PREFERENCE UNIT TERM SHEET
AND
JOINDER
TO
PARTNERSHIP AGREEMENT
FOR
3.00% SERIES Q CUMULATIVE REDEEMABLE PREFERENCE UNITS
This "Preference Unit Term Sheet," as such term is defined in the Seventh Amended and Restated Agreement of Limited Partnership executed and delivered as of March 18, 2021 and effective as of January 1, 2020 (the "Partnership Agreement") of ERP Operating Limited Partnership (the "Partnership"), shall be attached to and is hereby made a part of the Partnership Agreement. Each capitalized term used but not defined herein shall have the meaning ascribed to it in the Partnership Agreement.
In accordance with clause (e) of Section 3.2(B) of the Partnership Agreement, this Preference Unit Term Sheet sets forth the terms and conditions of the 3.00% Series Q Cumulative Redeemable Preference Units hereby issued by the Partnership in consideration for the contribution to the Partnership of certain property by certain Contributing Partners, as further described in a Contribution and Preference Units Agreement dated as of April 13, 2023 by and among such Contributing Partners, the Partnership, the General Partner and certain other parties thereto (the “Contribution Agreement”).
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